SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 13, 2004

Winmark Corporation

(Exact Name of Registrant as Specified in Its Charter)

Minnesota

(State or Other Jurisdiction of Incorporation)

000-22012		41-1622691
(Commission File Number)		(I.R.S. Employer Identification Number)

4200 Dahlberg Drive, Suite 100 Golden Valley, MN 55422-4837

(Address of Principal Executive Offices) (Zip Code)

(612) 520-8500

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 7. Financial Statements and Exhibits.

99.1 Press Release dated July 13, 2004.

Items 9. Regulation FD Disclosure.

On July 13, 2004 the Company announced in a press release its results of operations and financial condition for the second quarter ended June 26, 2004. A copy of the press release is attached as Exhibit 99.1 of this Current Report on Form 8-K.

Item 12. Disclosure of Results of Operations and Financial Condition.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			WINMARK CORPORATION


Date: July 13, 2004	By	/s/		Mark T. Hooley
				Mark T. Hooley
				Vice President and General Counsel

EXHIBIT INDEX

July 13, 2004 Form 8-K

Winmark Corporation

Exhibit Number		Exhibit Description

99.1		Press Release dated July 13, 2004.

Exhibit 99.1

Contact:		John L. Morgan
		763/520-8500

FOR IMMEDIATE RELEASE

WINMARK CORPORATION ANNOUNCES

SECOND QUARTER RESULTS

Minneapolis, MN (July 13, 2004) Winmark Corporation (Nasdaq; WINA) announced today net income for the quarter ended June 26, 2004 of $726,300, or $.11 per share diluted, compared to net income of $756,400, or $.12 per share diluted, in 2003. For the six months ended June 26, 2004, net income was $2,086,600, or $.32 per share diluted, compared to net income of $1,878,600, or $.30 per share diluted, for the same period last year.

Chairman and Chief Executive Officer John Morgan commented, “Our second quarter saw increases in store level sales in our franchise brands. This was due to an improvement in the economy and the hard work of our franchisees and employees. We started our leasing business in the second quarter, and we will continue to invest time and capital to build for future growth.”

Winmark Corporation provides financial services and develops franchises for retail stores that buy, sell, trade and consign used and new merchandise. At June 26, 2004, there were 810 franchise and retail stores in operation under the Company’s brands and an additional 33 franchises awarded but not open. Of the stores in operation, there were 441 Play It Again Sports®, 211 Once Upon A Child®, 115 Plato’s Closet® and 43 Music Go Round® stores.

This press release contains forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act “), relating to future events or the future financial performance of the Company including statements with respect to the future performance and growth of our franchise and leasing operations and the future of franchise store sales. Such forward-looking statements are only predictions or statements of intention subject to risks and uncertainties and actual events or results from such activities could differ materially from those anticipated. Because actual results may differ, shareholders and prospective investors are cautioned not to place undue reliance on such forward-looking statements.

WINMARK CORPORATION

CONDENSED BALANCE SHEETS

(Unaudited)

	June 26, 2004		December 27, 2003
ASSETS
Current Assets:
Cash and cash equivalents	$	7,167,600	$	4,153,300
Marketable securities	1,393,000		2,343,500
Receivables, less allowance for doubtful accounts of $267,400 and $291,200	2,254,300		2,341,300
Inventories	389,600		528,600
Prepaid expenses and other	162,900		305,800
Deferred income taxes	602,100		602,100
Total current assets	11,969,500		10,274,600

Net investment in leasing operations	95,300		—
Long-term investments	9,042,300		7,783,800
Long-term notes receivables, net	48,600		62,400
Property and equipment, net	243,500		202,200
Other assets, net	624,000		602,600
Deferred income taxes	233,800		233,800
	$	22,257,000	$	19,159,400

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	1,104,900	$	1,491,400
Accrued liabilities	1,122,400		1,544,500
Current deferred revenue	652,000		604,400
Total current liabilities	2,879,300		3,640,300

Long-term deferred revenue	179,100		113,900

Shareholders’ Equity:
Common stock, no par, 10,000,000 shares authorized, 5,928,906 and 5,671,596 shares issued and outstanding	4,846,100		2,996,300
Other comprehensive income	1,500		144,500
Retained earnings	14,351,000		12,264,400

Total shareholders’ equity	19,198,600		15,405,200
	$	22,257,000	$	19,159,400

WINMARK CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Quarter Ended						Six Months Ended
	June 26, 2004			June 28, 2003			June 26, 2004			June 28, 2003
REVENUE:
Royalties	$	4,002,800		$	3,879,100		$	8,632,700		$	8,170,600
Merchandise sales	2,313,500			3,230,800			4,917,500			7,031,300
Franchise fees	200,100			135,000			392,700			270,000
Other	144,100			157,600			281,300			310,800
Total revenue	6,660,500			7,402,500			14,224,200			15,782,700

COST OF MERCHANDISE SOLD	1,956,300			2,527,200			4,108,700			5,648,800

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	3,446,700			3,895,300			6,765,000			7,353,300

Income from operations	1,257,500			980,000			3,350,500			2,780,600

LOSS FROM EQUITY INVESTMENT	(58,100		)	—			(82,400		)	—

GAIN (LOSS) ON SALE OF INVESTMENTS	(15,400		)	112,400			173,800			115,300

INTEREST AND OTHER INCOME	26,500			80,800			103,000			147,700

Income before income taxes	1,210,500			1,173,200			3,544,900			3,043,600

PROVISION FOR INCOME TAXES	(484,200		)	(416,800		)	(1,458,300		)	(1,165,000		)

NET INCOME	$	726,300		$	756,400		$	2,086,600		$	1,878,600

EARNINGS PER SHARE – BASIC	$	.12		$	.13		$	.36		$	.33

WEIGHTED AVERAGE SHARES OUTSTANDING – BASIC	5,873,719			5,615,919			5,789,463			5,669,063

EARNINGS PER SHARE – DILUTED	$	.11		$	.12		$	.32		$	.30

WEIGHTED AVERAGE SHARES OUTSTANDING – DILUTED	6,548,548			6,244,632			6,444,967			6,230,386